Rutgers Law School students studying transactional law will get to put their knowledge to work at a two-day competition that tests their skills in negotiating a business acquisition, as counsel for both buyers and sellers. The Transactional Competition is an academic initiative organized by the Law School and the Rutgers Center for Corporate Law and Governance.
On April 7 and 8, students enrolled in the Transactional Competition Course being taught by Professor Yuliya Guseva and Adjunct Professor Ira Marcus will take part in a Transactional Competition at Rutgers Law School’s Newark location. Starting at noon on Friday, April 7 students will work in teams, representing either the buyer or the seller in a business acquisition. The students will have marked up prior to the competition an asset purchase agreement that will be used in the negotiations. Each two-student team will take part in three rounds of negotiation during competition. The first two will be held on Friday afternoon and the final round will take place on Saturday morning.
While the bulk of law and legal commentary focuses on the issues faced by stakeholders of publicly held corporations, most businesses in America are actually privately-held. This program will examine privately-held corporations and limited liability companies, their governance and the rights and responsibilities of shareholders, members, directors and managers in those entities. We will consider questions such as: How does a Member or Manager’s fiduciary duty of care under the New Jersey Revised Uniform Limited Liability Company Act compare to the duty under the Delaware Limited Liability Company Act and under corporate law? How do the duties of care and loyalty, and the contractual obligation of good faith and fair dealing under New Jersey’s RULLCA and Delaware’s LLCA, compare with the fiduciary duties owed by shareholders in the privately-held corporation? How do they compare with the duties under New Jersey’s former LLC law? What are the rights and remedies of oppressed minority shareholders of privately-held corporations? Of oppressed minority members of LLCs? What are the key ethical issues faced by counsel of privately-held corporations and LLCs?
Tuesday, March 28, 2017 | 5:30 PM – 7:00 PM – Room E403 Faculty Lounge| Reception to follow on the Clark Commons Bridge
In December, the Supreme Court handed down a unanimous victory for prosecutors in Salman v. U.S. The Court’s decision did not fully resolve some difficult issues in tipper-tippee law that arose after the Second Circuit’s 2014 decision in U.S. v Newman, which had limited the scope of insider trading prosecutions. Our panelists will react to the decision in Salman and discuss the current state of insider trading law.
Corporate and business law is reputed to be a profession dominated by men. Even as firms have made strides towards inclusiveness, the gender gap persists. Our speakers will explore the reasons for this and try to separate myth from reality. What are the ways in which the profession has discouraged or forestalled more women from choosing a career in corporate or business law? How should women with an interest in business law approach these issues? What role do law schools have to play in this effort? Our speakers have different experience and approach these issues from different perspectives.
Friday, April 7, 2017 │ 8:30 a.m. – 3:30 p.m. │Reception following
In the wake of several high-profile corporate scandals and government prosecutions, corporate compliance continues to grow in interest and importance to business organizations. Compliance professionals spend much of their time working to ensure that compliance programs are well-tailored to their firm and effective for management, employees, and customers. Compliance policies and procedures must be appropriately drafted, implemented, and enforced. But as the importance of corporate compliance grows, there is no consensus on what constitutes an effective compliance program.